SEC Form 4 · accession 0001127602-17-003434
TOMPKINS FINANCIAL CORP · TMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John E Alexander
Director
Period of report
Jan 31, 2017
Accepted (ET)
Feb 2, 2017 · 8:35 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001005817
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 43,066 | D | ||
| Common Stock | holding | — | — | — | 549 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7% Convertible Trust PreferredF1,F2 | — | Jan 31, 2017 | J | 2,500 | D | Apr 15, 2019 | Mar 31, 2039 | Common Stock | 60,459 | 0 | D |
| 7% Convertible Trust PreferredF1,F2 | — | Jan 31, 2017 | J | 2,500 | D | Apr 15, 2019 | Mar 31, 2039 | Common Stock | 60,459 | 0 | I |
| Phantom StockF3 | — | holding | — | — | — | — | — | Common Stock | 14,138 | 14,138 | D |
Explanation of responses
- F1The Trust Preferred Securities were issued by Tompkins Capital Trust I, all of the common securities of which are owned by Tompkins Financial Corporation (TMP). The Trust Preferred Securities are convertible, at any time on or after April 15, 2019, into TMP Common Stock at a price of $41.35 per share or, if higher, the average of the closing prices of TMP Common Stock on the trading days in the calendar quarter preceding the date of conversion. The amount set out in Item #7 above uses the $41.35 conversion price.
- F2The reported securities were called for redemption by the Issuer at a price equal to their face value; accordingly, they are no longer exercisable and have been redeemed and cancelled.
- F3Each share of phantom stock is the economic equivalent of one share of common stock. Phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries. These shares are held in a rabbi trust pending distribution upon the occurrence of certain events specified in the Plan. The reporting person has no voting or investment power over the shares prior to such distribution.